SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Donaldson Michael P

(Last)

(First)

(Middle)

1111 BAGBY, SKY LOBBY 2

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EOG RESOURCES INC [ EOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, General Counsel & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/23/2013		M		969	A	$81.86	27,202	D
Common Stock	09/23/2013		D		469	D	$169.22	26,733	D
Common Stock	09/23/2013		F		137	D	$169.22	26,596	D
Common Stock	09/23/2013		M		1,500	A	$83.43	28,096	D
Common Stock	09/23/2013		D		740	D	$169.22	27,356	D
Common Stock	09/23/2013		F		208	D	$169.22	27,148	D
Common Stock	09/23/2013		S		15	D	$169.2415	27,133	D
Common Stock	09/23/2013		S		85	D	$169.241	27,048	D
Common Stock	09/23/2013		S		15	D	$169.24	27,033	D
Common Stock	09/23/2013		S		800	D	$169.238	26,233	D
Common Stock	09/23/2013		A		3,553	A	$0	29,786	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$81.86	09/23/2013		M			969	09/18/2013⁽¹⁾	09/18/2016	Common Stock	969	$0	0	D
Stock Appreciation Rights	$83.43	09/23/2013		M			1,500	09/21/2013⁽²⁾	09/21/2018	Common Stock	1,500	$0	3,000	D
Stock Appreciation Rights	$168.86	09/23/2013		A		8,706		09/23/2014⁽³⁾	09/23/2020	Common Stock	8,706	$0	8,706	D

Explanation of Responses:

1. The SARs became exercisable in 25 percent increments beginning one year from the September 18, 2009 date of grant and on each of the next three grant date anniversaries. The SARs became fully exercisable on September 18, 2013.

2. The SARs became exercisable in 25 percent increments beginning one year from the September 21, 2011 date of grant and on each of the next three grant date anniversaries. The SARs will become fully exercisable on September 21, 2015.

3. The SARs granted will become exercisable in 25 percent increments beginning one year from the September 23, 2013 date of grant and on each of the next three grant date anniversaries. The SARs granted will become fully exercisable on September 23, 2017.

Remarks:

In addition to the reported awards, the Reporting Person also received an award of 3,553 Performance Units, effective September 23, 2013, pursuant to the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, which award is not yet reportable on Form 4. The form of award agreement for Performance Unit awards (setting forth the terms of such awards) is filed as Exhibit 4.8 to EOG's Registration Statement on Form S-8 filed with the United States Securities and Exchange Commission on May 3, 2013.

	Vicky Strom, attorney-in-fact for Michael P. Donaldson	09/25/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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